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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Litigation Release No. 14779 / January 16, 1996
SECURITIES AND EXCHANGE COMMISSION V. CHARLES BRUMFIELD, JOSEPH
BRUMFIELD, ROBERT ALLEN, WILLIAM MYLETT, JOSEPH PENNA, JOSEPH
CUSIMANO, ALFRED VOLPE, JAMES GALANTE, THOMAS ALGER, JOHN
O'BRIEN, LAWRENCE FRIEDMAN, ROBERT FLANAGAN, THOMAS FLANAGAN,
SHARON SEIDEN, WARREN SMITH, JOHN LYNCH, AND ALBERT BRODY, United
States District Court for the Southern District of New York, Civ.
Action No. 95-9283 (JES).
On January 3, 1996, the United States District Court for the
Southern District of New York entered Final Judgments of
Permanent Injunction and Other Equitable Relief against Lawrence
Friedman and James Galante for violations of the federal
securities laws in connection with their respective trading in
two AT&T acquisition targets -- Digital Microwave Corporation and
Teradata Corporation. Without admitting or denying the
allegations in the Complaint, filed on October 31, 1995, Friedman
and Galante consented to the entry of an injunction, disgorgement
of their profits of $19,304.00 and $2,934.24, respectively, plus
prejudgment interest, and a one time penalty of $18,831.79 and
$2,065.24, respectively.
The Commission's Complaint alleges that on or about March
1991, Charles Brumfield, at the time a Vice President in AT&T's
Human Resources Department, learned material, non-public
information about AT&T's plans to acquire Digital Microwave.
Brumfield, in breach of the duty he owed AT&T, told Thomas Alger
(his close friend and subordinate at AT&T) and Joseph Cusimano
(Brumfield's friend) about AT&T's acquisition plans for Digital.
Alger, in breach of the duty he owed AT&T, in turn, told his
friend Friedman about AT&T's acquisition plans, and Friedman,
while in possession of this information, purchased Digital stock.
Cusimano told his friend Alfred Volpe about AT&T's acquisition
plans, and Volpe told his friend Galante who purchased Digital
stock while in possession of this information. In or about the
first week of April 1991, after Brumfield learned that AT&T had
abandoned its planned acquisition of Digital, Brumfield told
Alger and Cusimano that AT&T had abandoned its acquisition plans
for Digital. Alger told Friedman to sell the Digital stock.
Cusimano told Volpe that AT&T had abandoned its acquisition plans
for Digital and Volpe, in turn, gave this information to Galante.
Friedman realized a profit of approximately $472 from trading in
Digital Microwave securities, and made payments from his profits
to Alger. Galante realized a profit of approximately $869 from
trading in Digital Microwave securities.
The Commission's Complaint also alleges that in November
1991, Brumfield learned material, non-public information about
AT&T's plans to acquire Teradata through AT&T's wholly owned
subsidiary NCR. Brumfield told Alger and Cusimano, among others,
of AT&T's acquisition plans. Alger, in turn, told Friedman about
AT&T's acquisition plans and made arrangements for Friedman to
buy Teradata securities for Alger's benefit. Cusimano told Volpe
about AT&T's acquisition plans and Volpe told Galante who
purchased Teradata securities. After the December 2, 1991 public
announcement that Teradata and AT&T's wholly owned subsidiary,
NCR, had agreed to merge, Friedman sold his Teradata calls for a
profit of approximately $18,831, and made cash payments to Alger
out of these profits. Galante sold his Teradata calls for a
profit of approximately $2,065.
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Litigation with respect to the remaining defendants is
continuing.